Masquerade
by tenshi noyo Ryu Taiga
Summary: Behind the scenes Caroline/Damon action for S02xE03 Bad Moon Rising through S02xE08 Rose.
1. Chapter One

"Masquerade"

By Tenshi Noyo Ryu Taiga

Disclaimer: I do not own the Vampire Diaries or any of it's characters.

Summary: Behind the scenes Caroline/Damon action for S02xE03: Bad Moon Rising through S02xE7 Masquerade.

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Chapter One:

"So, I see you had quite a bit of fun while I was away," Damon smirked up at her over a glass of scotch.

Caroline rolled her eyes, but ignored the comment, not in the mood to deal with Damon. She and Stefan had just come back from reporting the "animal attack" on Matt to her mom, the Sheriff. Stefan, seeing that Damon was home from researching Katherine at Duke (and thus realizing Elana must be home too), asked Caroline if she was okay. Caroline, sensing that Stefan wanted to go meet up with his girlfriend to see how the research went, nodded and said she just needed to think.

Stefan smiled and pulled Caroline into a hug. He whispered that he'd be back later if she wanted to wait for him so that they could talk about her decision regarding what to do about Matt. Caroline didn't say a word, but she nodded weakly against his chest before putting on a fake smile and practically shoving him out the door.

Now, she was left alone with Damon, sitting in their Library thinking about whether she wanted to leave Matt or not. Stefan had told her himself that he should have walked away from Elena, but he couldn't. Caroline knew that she loved Matt and because of that, she could walk away. If it meant he would live, she would leave Matt behind. But was it the right thing to do? Stefan didn't walk away. He stayed and he fought to be with Elena. Caroline knew that they were happy together, so what should she do? What should she choose? If she walked away, she's keeping him safe; if she stayed, she's being selfish. Or, if she walked away, she's giving up and if she stayed she's staying strong.

Caroline shook her head and groaned before walking up to the liquor cart and pouring herself a scotch as well. She felt Damon's eyes on her back, watching her movements.

"Do you want to talk about it?" He asked.

Caroline turned suspicious eyes to him, "You _want_ me to talk about my boy problems with you? Wouldn't that be weird? You're my ex-boyfriend and not a fan of… well, anyone, really."

Damon rolled her eyes, clearly trying to illustrate that she was being dramatic, "I'm bored. And as your ex, I have knowledge that might help you deal with your current boyfriend."

She sighed, but sat on the couch next to him, "I fed on Matt. We were kissing and he accidentally cut himself… and I just went crazy. If Stefan hadn't stopped me… I think I would have killed him."

Damon sighed in exasperation, "Well, yeah. That's the point. You're a vampire. He's food. You don't see humans trying to make out with a hamburger, do you?"

The blonde glared, "You've played with your food."

"But I always thought of them as food," He countered, seeing the small flinch she gave. This time last year, she was his meal.

She continued on, ignoring his comment, "Stefan thinks I should break up with him, but he won't say anything because he knows it will make him a hypocrite. I think I should too, but then I see Stefan and Elena. I mean, it's hard, but they're working things out. So then I wonder whether I'm just giving up and taking the easy way out."

Damon watched the girl for a few moments. She was clearly feeling troubled and in need of help. Damon sighed. It's not like he was a good guy, since when did he care about others' pain? Maybe it was because Elena now thought that there were no redeemable qualities in him. Maybe that's why he spoke, "Stefan wasn't always this in control of his hunger. When he was first turned, he was a monster; worse than me. He would compel girls to follow him home; to amuse him. They'd sing, dance, play music… all to keep him entertained… entertained and well fed."

Caroline looked at Damon with disbelieving eyes. There was no way that Stefan, _Stefan,_ could be worse than Damon. But Caroline knew Damon, knew when he was lying and she could only see truth in his face as he continued.

"It wasn't until he met Lexi, his best friend and an experienced vampire, that he became the vampire you see today, but even still. Get a little human blood in him and he'll revert back. He always does. Stefan goes through long periods on the animal diet, but once every forty or fifty years, he breaks. One sip of human and its right back to the compulsion and the killing. In fact, Stefan had a relapse just a few months ago at that Miss Mystic thing. What was that girl's name?"

"Amber," Caroline whispered, pieces falling into place in her mind. Because she knew that Amber had to have been a vampire attack, but she never figured out how Damon did it, since he had been escorting Elena the whole night. To think it had been Stefan…

Damon smirked slightly, seeing that he had just greatly altered the blonde's opinion on his saintly little brother, "Anyway, the point is, Stefan has more than a hundred years worth of control and he still falters. You're still new. You have no real control. I'll admit, you're learning fast. I'd go so far as to admit you're kind of a natural. I've never heard of a vampire picking up on skills the way you have. And to learn compulsion with no prior teaching? It's impressive. But that doesn't make you a match for the hunger."

Caroline didn't want to hear that. She knew that it was the truth, but… she wasn't ready to hear how she had to give up on Matt. Caroline had talked to Damon because she wanted his opinion, but she realized now that she wasn't ready to hear it. What she had really wanted to hear was that she could do it. She could conquer her hunger and love Matt and all would be right in the world. Caroline wasn't ready for reality.

She literally growled at Damon. She had no idea where the sound she was making was coming from, but she could feel it thundering through her diaphragm as her lips pulled back to bare her fangs and her eyes grew dark and hungry.

Damon merely smirked in amusement at her reaction. He was 169 years old. He could take a newly turned vampire easy.

Enraged beyond reason at his amusement, Caroline threw herself at him, enjoying the slight widening of his eyes in surprise as his arms immediately came up to block her inexperienced blows. His fast reaction only fueled her anger. In the back of her mind, she knew this wasn't right. She had always had a temper, but she had never been a violent person in life. She could hear Stefan's voice reminding her, "When someone becomes a vampire, all of their natural behaviors get amplified."

Damon was also confused. Even when he had used and abused her as his own personal blood bag, she had never fought back. In Damon's vast experience with an upset Caroline, he knew that when she got angry, she yelled and when she got _really_ angry she would scream until her voice went hoarse and tears fell down her cheeks before she would then allow herself to collapse in a tired mess only to wake up feeling weary but infinitely better.

Caroline saw his moment of distraction and used it to swipe at his face, leaving two angry, but rapidly healing, red scratches on the top of his left cheek. Now, Damon was annoyed.

Snarling, Damon quickly turned the tables, rolling Caroline underneath him and pinning her with no hope of escape. She flailed and tried to buck him off her, but she was young and inexperienced and it would be an understatement to say he was not.

"What, _exactly_, are you hoping to accomplish here?" He asked with a smirk.

Caroline looked up into his blue-grey eyes and wordlessly bared her teeth. She couldn't give an answer; she didn't really have one. He just made her so mad! But as she stared up at him, she began to remember. It was a familiar position- her on the ground with him hovering arrogantly over her, her arms pinned above her and his legs straddling her own to keep her from moving.

Slowly, her face began to change back, her fangs withdrawing and her eyes lightening back into their normal bright blue shade. Damon looked on curiously, wondering what caused her shift back into calmness. The girl was almost as bi-polar as he was.

Caroline took in his face. His relaxed facial expressions, the hint of a smile on his lips and his grey eyes wandering over her own face as if trying to work out a puzzle he didn't quite understand. Before Caroline realized what she was doing, she had already leaned her head upwards and had captured Damon's lips in a light kiss.

She didn't have to open her eyes to know that Damon's eyes had grown wide and his eyebrows had just shot up to his hairline. For several months last year, Damon was her world. She knew everything about the way he walked, talked and acted. She knew exactly what his face would look like if she opened her eyes, but she didn't. Opening her eyes would mean meeting his gaze and that could prove to be the most embarrassing thing she would ever experience. No, she preferred keeping her eyes firmly shut and staying in her realm of delusion.

She briefly wondered why she kissed him, but the answer came quickly to her mind. The things she felt as a human are amplified as a vampire. The emotions and feelings that Damon was capable of evoking within her were always hate, fear and enough passion and lust to make a nun pray for a vibrator. She shivered slightly as she realized what this meant. She couldn't imagine wanting Damon Salvatore more than she already had.

Damon felt her soft lips on his own and wondered what exactly Blondie was thinking. Was this some sort of trick to escape his hold? But several seconds went by and Caroline didn't move her lips. It wasn't even really a kiss; just a pressing of their two mouths. Sensing that Caroline was not going to do anything else, he realized she was leaving the ball in his court, so he unwrapped one hand from her wrist and brought it down to gently caress her cheek as he shut his eyes and began kissing her in earnest.

Caroline groaned as she wrapped her freed limb across his shoulders. Seeing that she wasn't trying anything, Damon released her other hand, giving him the freedom to sink his into her silky golden locks. Caroline also used the opportunity to sneak her arm under his own and to wrap it around him.

As Damon's tongue reached out to meet her own, Damon realized that he was kissing Caroline Forbes. When he and Caroline had been dating, the most affection they gave was a relatively chaste kiss on the lips and that was in public. In private, their kisses usually only occurred when they were about to or were in the middle of having sex. Damon couldn't put up with the whiny brat. So why was he here, kissing her in his parlor?

Damon shoved that thought to the back of his mind to be pondered at a later date. Never one to let an opportunity to pass him by, Damon began kissing her harder, pouring more passion into it, creating more intensity and need as he physically shifted so that his body was now cradled between her legs.

Caroline responded immediately to the shocks of intense lust Damon had always been able to create within her. As soon as his body settled between hers, she locked her long legs around him, bringing her denim clad core to his growing bulge. Damon let out a hiss into her mouth before pulling back to reattach his lips to her neck while one of his hands wandered up her t-shirt to lay flat at the top of her ribs. His thumb lightly caressed the underside of her breast through her silk bra. The other hand moved to help her remove her leather jacket. His lips moved to find hers again and as soon as he felt her shrug out of her sleeves, he raised her white butterfly shirt up and over her head as well.

Damon stared down at the blonde whose lips were swollen with borrowed blood and whose chest was heaving with unneeded air. His eyes trailed down to her breasts which were encased in a simple white silk bra and then down her toned stomach to her jeans. He reached out to unbutton and unzip them, but before he could push them past her hips, she let out a whine, causing his eyes to meet hers again.

Caroline didn't like how dressed Damon was. She was basically topless and was soon going to be without her jeans, whereas he had yet to remove a single article of clothing. She reached out and tugged on his shirt. Damon took the hint and leaned back enough to pull it over his head. Satisfied that his level of nudity now matched her own, she reached down and wiggled her hips, slipping her jeans down her legs and using her toes to remove them completely.

Damon groaned at the sight of her in her sexy, but mismatched underwear. He also removed his jeans before scooting down her body that that his face was level with her lower stomach. She shivered at the feel of his cool breath on her and then shivered again for a completely different reason. His lips and tongue trailed the harsh angles of her hip bone before making their way across her toned stomach to the other one to repeat the process. As he did this, he hooked his fingers into the lace of her black lace bikini style panties and lowered them slowly, his mouth soon following their path. Finally, as her underwear made it down to her thighs, he took the opportunity to give her slit a lick, gaining an appreciative scream in surprise as her body bucked in response.

Grinning, Damon slid her underwear all the way down her legs, allowing his hand to trail down her thigh and calf as he did so. Then he made his way up her body, easily moving her body slightly to reach behind her and unclasp her bra. Groaning at the sight of her naked beneath him, he briefly wondered why they broke up to begin with when she was so sexy and oh-so willing, but quickly pushed that thought aside as unimportant.

Damon knew that Caroline hadn't had sex since before her accident and thus briefly considered allowing his hand to wander down her body and into her wet cunt to prep her for his cock, but quickly decided against it. Their interactions so far were… normal. In comparison to their past sexual escapades, this would be considered positively soft and cuddly and he wasn't sure that he liked that idea. Caroline had always loved it rough and hard and by not scissoring her, he was just giving the girl what she wanted. The fact that this would mean she was all the more tighter around him was just an added bonus.

Caroline tugged his boxer briefs down and he kicked them out of the way. She gripped him firmly, his length a familiar weight in her hand. Wrapping her legs around his waist again, she whispered in his ear, "I'm ready," as she began leading him to her entrance. Normally, she might have been embarrassed at how easily she became wet for him, but she had long since realized that he was Damon Salvatore and she would always want him.

Damon groaned as he slipped in halfway before pulling out to harshly slam into her fully. Caroline let out a loud moan in his ear at the feeling of sudden, borderline painful, fullness. Not giving her time to properly adjust, Damon started a hard rhythm that had Caroline loudly moaning his name as she gripped onto his body. Soon, Damon flipped them over, watching as she rode him, her breasts bouncing enticingly. He allowed his eyes to wander south, groaning at the sight of him disappearing into her body. Dragging his eyes away, he reached up and forcefully brought Caroline's face toward his. She let out a whimper at the delicious change in angle as he captured her lips in a bruising kiss.

Sensing the end near, Damon flipped them back over and grabbed her leg, hoisting it high until it was slung over his shoulder, allowing his hard thrusts to penetrate even deeper. Caroline's moans began getting louder as his powerful thrusts began hitting her cervix. Damon let out a growl, knowing that she was close and that he wasn't too far behind. He reached down and began rubbing her clit in time to each penetration. Caroline suddenly quieted; a sign he knew to mean that she was seconds from coming. Giving her clit a last pinch, he felt her clamp down so hard, he swore he saw stars as he came to the loud scream of his name and the feeling of her nails gouging his back.

It took several minutes for Caroline to stop shaking and to gain enough motor function to unwrap her one leg from his waist and to drop the other from his shoulder. Damon withdrew and collapsed on the floor next to her, still panting harshly.

"Well, that was… interesting," Damon smirked, looking at the blonde out of the corner of his eye.

She frowned and refused to acknowledge his comment. Sighing, she reached out a hand and began to listlessly toy with the edge of her leather jacket. She had no idea why she just slept with Damon. It's not as though it never happened before because it had. A lot. But that was while they were dating and that was a year ago. Now, she was with… Matt!

Caroline's eyes widened. Oh, no. How could she forget about Matt? Poor, sweet Matt. Groaning, Caroline flung an arm over her eyes. She couldn't believe that she cheated on Matt. Sure, she was going to break up with him. You know something is the right decision if both Stefan **and** Damon agreed on something, but still. Matt had been so good to her; he did not deserve this.

"Thinking about the boyfriend, hmm?" Damon asked, reading her actions easily. He had always been able to sense Caroline in the back of his mind. That was what happened when you continually compelled a person. It was how he was able to call out to her when he was trapped in the basement and he suspected it was the reason she was always so good at reading him. After she transitioned, the connection became stronger. Probably due to the fact that while Katherine had been the one to kill her, it was Damon's blood in her system, thus making him her sire.

Caroline ignored Damon's accurate guess. Ugh, Damon! Why the crap did she do this? One minute they were fighting and the next they were going at it like bunnies in heat… wait, do bunnies go into heat?

She shook her head slightly. God, being a vampire was so annoying. Sure, the strength, speed and compulsion were awesome, but she hated her inability to focus and her overly neurotic, control-freak responses. And now, add to that an apparent need to have sex with Damon of all people.

All she remembered was looking him in the eye. She meant really looking at him; taking in his high cheekbones, his sharp jaw with a slight stubble and those _eyes_. And suddenly, it was like all her hatred and anger and frustration went away and all that was left was an aching need between her thighs for him.

Apparently, one of those "natural behaviors" that got amplified after she turned was the need to have sex with Damon Salvatore.

This could not end well.

Looking up from her musings, Caroline noticed that Damon had thrown on his pants and was making his way towards the cellar door. She briefly wondered why, but then figured it was probably to get more alcohol.

And that was another thing. Why did she suddenly know so much about him? After they dated, she was always good at picking up his emotions, but this was on a completely different level. Like earlier when she knew his reaction to her kiss without having to open her eyes and now, knowing what he wanted without him saying a word. What was up with that?

Sighing at yet another mystery in her already too complicated life, Caroline got up and began redressing. She swiftly made her way to the door. Just as she was about to reach out for the handle, the door swung open to reveal Stefan.

"Caroline?" He asked, "You're leaving already? I thought you-" He abruptly stopped speaking taking in her ruffled hair and the scent of sex still on her. There was only one other person in the house… which meant, "You didn't."

Caroline sighed yet again. This day was not turning out as she had planned at all.

Sensing that she was not up to talking about it, Stefan spoke simply, "Are you sure you know what you're doing?" he asked, a worried furrow in his brow.

She scoffed, "No. Not even a little. I have no idea what I'm doing or thinking. I just know that I needed him for a little while. I needed to forget the crap that is my life."

Stefan looked at her with understanding in his eyes.

"Please, Stefan. You can't tell anyone. Especially not Elena," Caroline begged. She couldn't bare it if the others knew about her… indiscretions. Not only had she slept with her mildly abusive ex-boyfriend, but she had cheated on Matt. Sweet, sweet Matt who did nothing wrong except love her. She couldn't bare the stares her friends would give her and worse, she couldn't bare it if Matt ever found out what she did.

Caroline looked so worried that Stefan could only agree. He didn't like keeping things from his girlfriend, but Caroline needed him, needed to be able to trust him, "Okay. I won't say a thing. You have my word."

Her shoulders sagged in relief, "Thank you."

She walked past him towards the still open door, "You heading home?" He asked.

Caroline paused, "No. Matt texted me earlier. He wants me to meet him at the Grill. I need to end this tonight. I might not have the strength tomorrow."

Stefan nodded, "I understand," as she walked through the door.


	2. Chapter Two

"Masquerade"

By Tenshi Noyo Ryu Taiga

Disclaimer: I do not own the Vampire Diaries or any of it's characters.

Summary: Behind the scenes Caroline/Damon action for S02xE03 Bad Moon Rising through S02xE8 Rose.

**AN- JUST A REMINDER, I USE LIVEJOURNAL FOR MY FICS, SO IF YOU WANT UPDATES AS SOON AS I PUBLISH THEM, FOLLOW ME ON LJ! REASONS WHY YOU SHOULD FOLLOW ME: I SOMETIMES DO A LOT OF EDITING AND IT IS MUCH EASIER ON LJ THAN FF-NET SO I DON'T USUALLY BOTHER EDITING HERE WHERE AS ON LIVEJOURNAL I EDIT ALL THE TIME. AT SOME POINT, I PROBABLY GOING TO ADD PICTURES AND LINKS AND THAT CAN ONLY BE DONE ON LJ. LASTLY, I UPDATE LIVEJOURNAL FIRST BEFORE FF-NET. SOMETIMES I FORGET TO UPDATE HERE FOR DAYS AFTER I UPDATE THERE, SO IF YOU WANT IMMEDIATE CHAPTERS, YOU KNOW WHERE TO GO... SO GO FRIEND ME! (my LJ link is on my profile)  
**

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Chapter Two:

Caroline sighed as she pulled her car in front of the Gilbert's house. Katherine had come to her last night-as if her day hadn't sucked enough between her Matt drama, werewolf problems and Damon issues, now she had to add her murderer to the mix. Luckily, Katherine hadn't felt the need to do much beyond threaten her… or more specifically, threaten Matt. Considering the last time she saw the Elena look-alike, Caroline wound up dead, she considered this to be an improvement.

Katherine had given her very specific instructions. Distract Elena while putting doubt about her relationship with Stefan into her head. So, this morning, Caroline called Elena up wanting to have a girl day. Unfortunately, Jenna was having some sort of barbeque so Elena wasn't free, but all Caroline had to do was put on her very best fake cheery-to-hide-my-inner-pain voice (which wasn't all that hard to put on since she was genuinely feeling heartbroken) and Elena's inability to not interfere in someone else's personal business scored Caroline an invite to the barbeque.

Caroline sighed, leaning down to rest her head on the steering wheel. Why did life have to be so complicated? She sort of missed the days before vampires where the most important things in her life were boys, cheer practice and figuring out where the next party was. Even as she thought this, her mind went to the night she and Damon broke up. Okay, so maybe she didn't really want to go back. Maybe knowing about vampires had made her life complicated, but it also helped her grow as a person. She wasn't the "shallow, useless waste of space" she was a year ago. She'd grown up.

A loud knock on her window caused her head to pop up in shock. On the other side of her door stood Damon, an eyebrow raised an amusement, "Are you coming out of there or will we need to bring the burgers out to you?"

Caroline rolled her eyes but climbed out of her car anyway. She was mildly disappointed when Damon nimbly moved away before her door swung open to hit him, but given his fast reflexes, she had expected that.

Before Damon could walk up to the house, Caroline reached out to grab onto his arm, causing him to turn back with a scowl, "What?"

"I need to talk to you," she spoke firmly, planting her feet in her well known stubborn I'm-not-budging stance.

Looking at the blonde in exasperation, he shifted the pie box in his hand, "What could we possibly have to talk about?"

Caroline raised an unimpressed eyebrow, "We had sex last night. That's what we have to talk about." She did not truly believe that Damon didn't know where this was heading; he was just playing dumb in hopes of avoiding the conversation.

Smirking arrogantly, Damon replied, "Sex isn't something you talk about, it's something you do," before turning around.

Before he could escape up the walk, Caroline blurred directly in front of him earning a sigh of annoyance, "Well, it's something we are going to talk about now."

"Fine," he spoke in an exasperated, but indulgent tone, "What did you want to say?"

Caroline began pacing slightly in front of him, "Last night was a mistake. I was upset about the Matt situation and I had no idea what I was doing. I just want to make sure you understand that," She said, stopping to look him carefully in the eye, trying to gage his reaction. Seeing no argument, only boredom, she continued on, "And I want to make sure you don't breathe a word to anyone about it."

Now Damon interrupted, "Why, exactly, would I _tell_ anyone that I had _sex_ with _you_?" He sneered maliciously.

Not willing to take the bait, despite the pang of hurt she felt at his words, she put on a large, but false, grin, "Good. Then we understand each other."

"Perfectly," Damon smiled back belligerently.

* * *

As Caroline walked into the foyer, Damon reached out to grab her arm and dragged her into the living room. Elena, who was behind her, shot her a look, but Caroline smiled and waved the brunette ahead to the kitchen.

"What do you want?" Caroline growled, "I thought I made myself clear earlier. This," She waved erratically between them, "is not being inconspicuous."

Damon sneered, "Oh, relax, Barbie. I just want to know what _that_ was all about."

The blonde looked up in confusion, "What what was all about?" She asked, crossing her arms in defense.

"Don't play stupid. I know you're not as dumb as you make out to be. What was with the little 'Stefan only sees you as food' talk you just gave Elena?" Damon asked, trying to be patient with the young vampire.

"Um, the truth?" Caroline asked more than stated, "Is that all?" She turned as if to leave, but Damon's hand shot out to grip Caroline's arm tightly, "Ow!"

Damon's eyes were fierce, warning her that he was not in the mood to play games and certainly not in the mood to play them with her, "Tell me the truth, Caroline."

Hesitating, Caroline looked around before taking his hand and dragging him back to the front porch, closing the door so that the others in the kitchen couldn't hear them. Damon raised an impatient eyebrow at the show, but followed her lead.

"Katherine came to see me last night," Caroline finally admitted after an awkward pause.

"_**What?**_" Damon growled, fury racing through his body, "Explain."

Sighing, Caroline sat down on the porch steps, "She came to see me. She wanted me to do her a favor. Katherine wants to separate Elena from Stefan."

Damon silently snarled at the reminder of his ex's obvious choice. It was always Stefan, wasn't it? "And how are you supposed to do that? Does she expect your whisperings in Elena's ear to work?"

Caroline shrugged, "I'm supposed to chip at Elena little by little. Place small doubts that grow larger. Mostly, I'm just supposed to keep them apart."

Damon scoffed before sitting down next to her, "Keeping those two apart? Good luck; I've tried."

"Not forever, obviously," Caroline rolled her eyes at Damon's obsession with her friend, "Just for the day."

Now Damon was curious. He raised a questioning eyebrow. Caroline stared at him, clearly hesitating on whether or not she wanted to answer his unasked question. Damon had loved Katherine for over a century and despite the extremely complicated, extremely conflicting feelings she had for him, Caroline didn't want to hurt him.

Finally deciding on honesty, Caroline spoke, "Katherine is with Stefan right now. That was the favor. I'm supposed to keep Elena away from your place so that Katherine can spend time with Stefan without interference."

Damon's jaw clenched in anger, but at whom, he wasn't sure. He was angry at himself for letting Katherine's actions still hurt him, angry at Caroline for allowing Katherine and Stefan to be together, angry at Stefan for not calling him when the bitch showed up and of course, he was angry at Katherine for choosing Stefan over and over again when it was clear he wanted nothing to do with her.

"And how do you know Stefan's not dead right now?" Damon asked, avoiding his own issues. Caroline seemed to understand because she also kept away from the topic, though her eyes showed an uncomfortable amount of compassion.

"I figure if Katherine really wanted him dead, then there would be no point in having me keep Elena away. Maybe you, but Elena? And plus, even if we knew, what can we do against a 500 year old?" She asked with a hint of self-deprecation.

Sighing, Damon stood up. He didn't want to admit it, but Blondie had a point. If Katherine wanted them dead, she would have done it already… and that's what made the whole situation all the more worrisome. Damon reached a hand out to Caroline. She told him the truth, even when it would have helped her better to lie. It wasn't much, but this was how he could thank her. Her eyes widened in shock at his chivalrous gesture, Caroline took it and allowed him to help her to her feet.

"Don't read anything into this," Damon rolled his eyes, "I still dislike you," He said with a sickly sweet fake smile on his face.

Caroline smirked with an equally fake expression, "Ditto," She turned to look at the house and began walking toward the front door, "We better get in. I'm sure they're wondering where we are."

Damon inwardly sighed. Caroline wasn't getting his message. He had no choice but to be clearer. "Caroline," He spoke as she reached out for the door handle. Surprised, she turned to face him, "Thank you." Caroline blinked at him in shock as if unsure whether she heard correctly, but judging from his pained facial expression…

She smiled at him fondly before nodding and the duo entered the house together.

Caroline would remember his thank you later that night as he passed by her, exiting the Grill. The very public fight between Stefan and Elena had been easy for the duo to overhear with their vampire hearing. As Damon passed her on his way out the front door, he gave her a small wink, one she immediately returned, both feeling very mischievous. Caroline may love Elena and care for Stefan, but that didn't take away from her proud feeling at having been the one to help separate the supposedly inseparable couple. Damon, on the other hand, couldn't care less that they were all falling into Katherine's plans because there was now a wedge between his brother and the doppelganger, one he intended to take advantage of.


	3. Chapter Three

Chapter Three:

"We gotta clean this up," Damon said unsteadily, leaning heavily on the unwilling sheriff.

Seeing that neither Damon nor Stefan were in any state to be making plans, Caroline stepped up and began making plans. She turned to look at the oldest brother, "Okay. Damon, you and Stefan go out into the woods and grab some more blood to tide you over. Elena and I will stay here to watch my mom," Now Caroline addressed Stefan, "When you come back, you and Elena will take my mom to the Boarding House. Lock her in the basement and we'll get her off Vervain. In a couple of days, we'll compel her and send her on her way." Stefan nodded in agreement at his part in the plan whereas Elena looked at her, surprised by her leadership skills. Caroline turned back to Damon who was staring at her assessingly. Liz looked as shocked as Elena at Caroline's management, however, unlike Elena, Liz's stare was mixed with horror, "Damon, when you come back, you are going to take the deputies somewhere far from the clean up and you are going to burn their bodies until they're ash. We don't need another Vicky situation," Damon tilted his head in acquiescence whereas Liz looked even more frightened at the thought that Caroline might have been involved in Vicky's death.

"What are you going to do?" Damon asked simply, trusting in Caroline's instructions. He could feel a sense of purpose and steel iron will from her and he knew better than to argue with her once she had a plan in place.

Caroline raised an eyebrow, "I am going to go compel their," She tilted her head toward the dead bodies, "wives into believing that the two were carrying on a secret love affair and that they ran away together to go get married in Canada."

The cave was so silent, Caroline swore she could hear the clean up going on a mile away. Damon finally let out a chuckle, "That's what I love about you, Caroline. You always keep it interesting."

Stefan snorted in agreement before groaning and reaching to pull the last bullet out of his body. Damon staggered over and helped his brother up as the two limped out. Caroline opened the gate for them and they climbed the stairs toward food.

* * *

"Keep Caroline away from me, please," Liz requested, sitting on a rickety chair, "I don't want to see her."

Damon stared at Liz harshly. He could clearly see the blonde on the other side of the door and he felt her agony at her mother's words, "She's your daughter, Liz."

Liz just shook her head, "Not anymore. My daughter's gone."

Damon inwardly flinched as he felt Caroline's heart break, "You have no idea how wrong you are about that," he turned his head to meet Caroline's eyes. Caroline looked sad but expectant. She dropped her mother's suitcase and left.

Damon made his way to the door, dragging the suitcase inside the cell, watching as Liz realized that Caroline had heard her words. At first it looked like she might say something, but she closed her mouth and looked away. He closed the door and locked it behind him, wordlessly staring at Stefan. They were both remembering their father's rejection of who they were. Stefan turned around to follow Elena after Caroline.

* * *

Caroline jerked awake suddenly. Her face felt grimy from her dried up tears and runny make up, but that didn't matter. She smelled blood. Caroline was barely aware of standing up, her face turning in hunger when suddenly Damon was there, his arms wrapped tight around her preventing her movement.

"It's just Elena," He whispered in her ear, "She's healing Stefan."

The blonde's face reverted back to normal as she sagged into his arms, "But I thought Stefan would go crazy on human blood."

Damon nodded and led her to the entry way and away from the scent of blood, "Katherine built up a tolerance to Vervain by drinking a little everyday. Stefan is trying to do the same with blood," He watched carefully as Caroline nodded in understanding, "We'll need to keep an eye on him." Damon stared at the blonde still in his arms for a moment. She was filled with sadness; her whole posture reflected the ache in her heart, "Come on." Damon commanded, reaching out to snag his car keys from a bowl.

Caroline looked at him in confusion but readily followed him, happy to escape the scent of blood and the presence of her mother. Damon dragged her into the car and they drove in silence for almost a half hour. About twenty minutes in, Caroline reached into her purse and removed a facial wipe which she then used to remove all the makeup, dirt and tears from her face. Damon had never seen her without makeup before. He suddenly realized that to her, it was war paint. Without it, she seemed… young. And sad. And alone. Caroline finally spoke up a few minutes later, "Where are we going?"

"I'm still not at one hundred percent after all of that Vervain and with both Katherine and Mason on the loose that is not a good thing. So we're heading a couple of hours out where I can grab a fresh meal," He looked at the blonde significantly.

Caroline knew he was looking for her reaction, but she couldn't bring herself to give one. She was tired and she didn't want to fight. She knew how Stefan would react, but she was not him. She didn't want to kill people, but she didn't mind taking a quick bite. She did fine on her first meal: that nurse at the hospital. As long as she stayed in control of the hunger, she'd be okay and she knew that Damon needed fresh blood so that he could heal and regain his strength.

Seeing a distinct lack of protest, Damon felt a little satisfied. Maybe Caroline wasn't so bad after all. He had worried when Stefan tried to put her on his animal diet, but at the same time, Caroline seemed perfectly fine drinking from humans. If he worked on her, he might easily gain an ally on the 'fresh from the source' side. And with Stefan contemplating drinking from blood bags, his battle was half way over.

It was another hour before they entered some college town on the edge of the Virginia border. Damon looked around at the picture-esque college scenery and scowled.

"What?" Caroline asked curiously.

"I hate this," He nodded at the rows of collegiate buildings, "It's so… boring."

She looked around in consideration, "I would have loved to go to a college like this: somewhere pretty but with plenty of parties. Last year this would have been exactly where I thought I'd end up."

Damon looked at her as though she was some sort of fascinating experiment, "And now?"

She looked at him contemplatively, "And now I'm going to be seventeen forever. College doesn't seem very important anymore."

He smirked at her approvingly. Damn, when did Caroline become one of his favorite people? "If only Stefan figured that out. He's been going to college since the '70s. I think it's a form of self-inflicted masochism."

"Speaking of pain- What are you going to do to Mason Lockwood?" Caroline suddenly asked. Damon let out a loud growl in response, his eyes growing dark, but not vampiric. Caroline felt a sudden shiver down her spine; a feeling she hadn't really felt since before she was turned. Terror. Pure, unadulterated terror.

Trying to fight the urge to flee, Caroline fell back on what she knew best, "I don't know why you're having such a problem with the guy. I mean I kicked his ass and you're, what? 150 years older than me? Jeez, someone's losing their touch." Damon turned glaring hateful eyes to her, warning her to shut up or bad things were going to happen, but once Caroline started she found she couldn't stop, "I mean you needed me- **me**_- _to save you."

Damon couldn't stop himself from tackling her to the ground. His fangs were set to rip into her jugular when she easily overturned him. She had him pinned to the ground in seconds. For a moment they stared at each other in shock.

"Okay, wow. We really need to get some blood into you," Caroline spoke worriedly, blurring as she stood and then bending down to drag Damon up as well. Damon nodded, still surprised that Caroline had beaten him. It wasn't hard to find a frat party. All they had to do was follow the trail of inebriated co-eds.

"Look! Drunken sorority girls!" She pointed at a nearby building where two girls were giggling loudly. The girls were the perfect target. Separated from the others, no one would notice if they went missing for a couple of minutes. Plus, any side effects they'd feel from the blood loss would be attributed to their heavy drinking. Caroline took a small mouthful of blood but for the most part, saved the drinking for Damon. As soon as he finished with the two girls, Caroline compelled them and sent them on their way.

They were heading back to Damon's car when a cute college guy walked by giving Caroline the once over. The blonde gave a self-satisfied smirk at the attention she could get even without wearing makeup or the perfect outfit. Damon scowled briefly. Not because he was jealous because _hello_, he doesn't get jealous and certainly not over _Caroline._ But did that guy seriously just look over Blondie when Damon was standing just there?

Feeling malicious, Damon gleefully pointed out some harsh facts to the newly turned vampire, "You know that can never happen, right?" He asked as he got into the car and started the engine.

"Excuse me?" Caroline responded, turning to look at him with an arched eyebrow.

Damon smirked knowingly, "You and a human. It can't happen."

"Because I'll eat him," She stated easily, rolling her eyes. She was tired of hearing that.

"What do I look like? Stefan?" He scoffed, navigating the streets easily, "What do I care if you eat him? I meant in bed."

Caroline choked slightly. If she had been human, she was sure her cheeks would have been scarlet, "Excuse me?" She repeated, her tone incredulous.

Damon rolled his eyes, but the smirk stayed on his lips, "Vampire women can't have sex with human males. Well, they can, but it's very unsatisfying." Damon caught her gaping look out of the corner of his eye, "Come on. Don't tell me you can't figure it out. Females are capable of multiple orgasms, as long as the man has the stamina. Not a problem for male vampires. However male humans don't have the necessary energy to keep up with a female vampire. Thus, very unsatisfying," He teased.

However, Caroline couldn't think about the humor. Female vampires could never be with human men. So, where did that leave her and Matt? Was it just one more reason they were better off apart?

Seeing that all Damon accomplished was a brooding companion, he sighed and forcefully braked, causing Caroline to jerk forward. Looking around the blonde easily dropped her train of thought in favor of her curiosity, "Where are we?"

Getting out of the car, Damon raised an expectant brow as Caroline followed him, "Where does it look like?"

"Why are we at a hospital?" Caroline asked instead as she walked through the automatic doors and inhaled the hospital scent.

"Well, between you and me drinking, the blood supply was starting to get low and now with Stefan working on the human diet too, we need to stock up. So, we're making a blood run."

Caroline looked surprised but then excited. She had never been on a blood run before and as always, she was excited to learn something new that could help her in her vampirism.

"Would you stop that!" Damon scowled, "You look like a child. This is a hospital. No one's that happy to be here."

The blonde giggled but toned it down. Damon easily followed the signs (and Caroline took note) until he was right where he needed to be. The duo waited in the adjacent hallway until one of the nurses swiped their card to grab some blood for a patient in the ER. As they left, Damon and Caroline blurred inside the room before the door locked. Grabbing one of the coolers, Damon began loading it up and Caroline followed suit.

As they carried the cooler down the hall Damon finally spoke, "You know, having you along might actually be helpful." Caroline raised an eyebrow in skeptical pleasure, "Normally I have to compel one of the workers to leave so that I can blur past the automatic doors without anyone seeing. But with you here, you can just leave normally and I can blur past you once the doors are open." Caroline pouted that her help was so unimportant before shrugging easily. Damon admitted she was helping him; getting any kind of acknowledgment or compliment from him was a miracle all unto itself.

Two hours later, Caroline and Damon finished storing the blood in the fridge and the scent of her mother nearby brought Caroline back into her melancholic mood. They moved upstairs and she slowly drifted over to the couch and began remaking her bed. She was just about to settle into it when Damon sighed and grabbed her hand. He easily dragged her down the hallway and upstairs to his bedroom.

Slightly confused, but too weary to cause a fight, Caroline sat down on Damon's large bed. She watched him as he began stripping off his clothes and preparing for bed. She was slightly surprised as he slid on a pair of silk bottoms since she knew for a fact that he almost always slept in the nude. "Thank you." She finally spoke, her eyes looking at him with sad gratitude, "For not killing her."

Damon paused as he turned down his bed. He stared at her for a moment before speaking honestly, "I meant what I said. I actually like Liz. She's a friend."

A small smiled tugged on Caroline's mouth as she kicked off her shoes and got off the bed long enough to remove her shirt and pants, "Friends, huh? First Alaric and now my mom?" She jumped onto the bed bouncing slightly, "Next thing you know, you'll be claiming to be _gasp_ **good**." She smiled playfully, only to receive a pillow in her face for her teasing. Pouting, she threw it back then gasped in shock as he grabbed her ankle and dragged her across to his side of the bed, shrieking in laughter as he began to tickle her.

After a few minutes of the torture, Damon suddenly stopped. Caroline looked up at him, unsure of what happened when she met with his intense blue gaze. He gently tucked a strand of hair behind her ear and leaned down to kiss her. After a few moments, he pulled back, "Thank you... for saving me." Caroline blinked in astonishment, but he had already turned off his lamp and crawled into bed.

She smiled as she snuggled underneath his warm sheets. She had forgotten how… _sweet_ Damon could be.


	4. Chapter Four

**Author's Note: I wrote the section about Elena's choice BEFORE the episode "The Last Day" so any similarities there are coincidental… or I suppose the character's choice was very obvious.**

Chapter Four:

Damon's eyes flickered open, wincing in the morning sun. His sight was obscured by long blonde strands. He looked down to see Caroline's blonde locks covering his face and neck, her head curled on his chest and an arm slung across his stomach. Damon sighed softly, his eyes flickering upward. What was going on with him? Last night he had been… nice to Caroline. He was Damon Salvatore. He didn't do _nice._ Damon glared at the ceiling.

It was the bond. It had to be. Why was it _doing_ that? Damon blew air upward, removing Caroline's hair from his face. He'd turned plenty of people, but he had never reacted this way to anyone else. Could it be some sort of weird combination of his earlier compulsion mixed with the maker bond?

Shaking his head, Damon realized that thinking on the theoreticals wouldn't get him an answer. He carefully unwrapped Caroline's arm and gently lifted her head as he got out from under her. Setting her back onto his pillow, he made his way to the bathroom. Sliding the heavy wood pocket doors closed, he made his way to the shower in the corner. As the hot water pounded into his back, he leaned his forehead against the rapidly fogging glass. He needed to get it together. He couldn't keep allowing the bond to control his interactions with Caroline. Nothing controlled him, he snarled silently.

He finished his shower and wrapped a towel around himself. He carefully moved one of the pocket doors back into the wall, but lazily left the other one out. He stared thoughtfully at Caroline. If he wanted to stop allowing the bond to control him, he'd have to start by ceasing his interactions with her. Considering she and her mother were currently living at the Boarding House, that might prove a little complicated, but he was sure he could manage. His decision made, he rapidly changed clothing determined to be extra mean today to make up for all the sappiness of yesterday. Hearing a knock on the front door, Damon blurred out of the room in case Caroline woke up. Opening the door, Damon smiled. Jeremy Gilbert. What an excellent first target.

* * *

"I'm going to take you home. You're going to forget that I'm a vampire," Caroline held back a sob as her throat started to close.

"I'm going to forget that you're a vampire," Liz repeated dully, eyes focused on Caroline's bright blue orbs.

The young blonde forced herself to continue, trying to be as descriptive as possible so that her mother wouldn't be left wondering about any gaps in her memory, "You'll remember that you got sick with the flu. You had a fever, chills and… ickiness. But I made you soup. And it was really salty. We bickered. You got better. And then your selfish little daughter… who loves you no matter what… went right back to ignoring you," Caroline let out a small breath that illustrated her pain at having had to compel her mother and her relief that said mother wouldn't have to carry this burden before she muttered to herself, "And all is right in the world."

Unfortunately, her mother was still under the compulsion, "And all is right in the world," Liz repeated unaware how her words caused a tear to trek down her daughter's cheek.

Damon moved away from where he had been leaning against the stone wall on the outside of the cell. He had come downstairs to get Caroline to help him with Mason Lockwood's body and had stumbled on the Forbes family moment. Instead of giving the two women privacy, he had unabashedly began eavesdropping, only to be awed by Caroline's strength. Liz had finally accepted Caroline as she was; as a person and as a vampire. But Caroline had compelled her own mother into forgetting it because she hadn't wanted her mother to be burdened by the secret that they all shared. Caroline loved her mother enough to carry the burden for both of them.

Damon shook his head as he slowly went back upstairs. Last year, Caroline had been co-dependent, scared and moderately suicidal (after all, who stays with their abusive vampire boyfriend after he admits his plan to kill you). Now, she was standing on her own, carrying more than her fair share of weight.

When did Caroline get so strong?

* * *

Caroline mechanically brushed her hair as she thought about her mother, what was laying in her room upstairs "recovering" from the flu. Caroline gave a heavy sigh and listlessly dropped her hairbrush on her vanity before she looked up into the mirror and gasped harshly, whirling around.

"Hello," Katherine smirked from the window, tilting her head in mocking amusement. She loved how the young vampire _feared_ her so. And the blonde didn't even know what Katherine had just done to her precious boyfriend Matt. Katherine inwardly snickered at the familiar feeling of knowing something someone else did not.

"Katherine," the blonde cautiously stood up, the way one would when faced with a large predator, "What are you doing here?"

The brunette hummed noncommittally as she strode further into the room, smirking when Caroline took an instinctive step back, "You haven't been around for a few days. I just wanted to make sure you're okay," Katherine smiled insincerely.

"Fine," the other girl nodded, "Just some family drama. Nothing to worry about," She downplayed.

Once again, Katherine hummed, but she made no move to leave. The older woman continued to prowl Caroline's bedroom, inspecting every inch.

Caroline fidgeted harshly. It was bad enough that Katherine was here, but she wasn't even talking. "Is it true that female vampires can't be with human men?" She blurted out before wincing. Once again, Caroline Forbes says something stupid in a fit of nervousness.

Katherine paused and blinked for a moment before turning to look at the baby vampire, a smile creeping up her face, "Where did you hear that?"

"Damon," Caroline admitted easily.

The brunette got a contemplative look in her eye. She had not realized that Caroline and Damon were so close. Given their history together, she had not thought Caroline would turn to him, despite it being his blood that turned her, "Yes. It's true. However, there are ways to get around that," an amused glint appeared in her eye, "Taking multiple lovers is the easiest answer. I fell in love with Stefan. He was kind and gentle where I was not. He was well-read, but unlike others of his time, was more that willing to listen to a woman's opinion…" Katherine trailed off in obvious fondness as her eyes glazed over in memory before she abruptly snapped back, "I took Damon as a lover because he was beautiful and I was fond of him," Her face became tender once more, "… and because I knew that Stefan would never become a vampire if he didn't have his brother by his side. And I was right," Katherine smirked, "Even with 146 years of hatred between them, where Stefan goes, Damon follows. Whatever Damon does, Stefan is there to help."

Caroline paused to process the new information. She was surprised that Katherine was being so generous with her information. Were they… bonding? Caroline shook her head forcefully. How absurd. "Why are you doing all this if you love Stefan? You're hurting him."

Katherine rolled her eyes, "It's not about Stefan. I know, I know. I _said_. Well, they know better than to believe me anyway. I have my own plan and while having Stefan would be a plus, it's not really the goal today. Stefan is a vampire; he's going to live forever. Elena is a human. She will whither and die. I can wait." Katherine spoke simply.

Caroline froze, "Stefan could still turn her," she stated weakly.

The brunette shrugged carelessly, "He would offer, but Elena would never accept. She loves Stefan. She might even love Damon. But this isn't the life she wants for herself. She _wants_ the big house with the white fence and the kids running in the yard. Stefan can never give that to her. She'll never say yes and he'll stay until the day he realizes he's holding her back. And then he'll go… Maybe in another 150 years, I'll find him again. Maybe he'll come to me. We'll see."

"What makes you think it will happen again?" Caroline asked, surprised by Katherine's confidence. Given all the things Katherine's done, all the things she probably still had planned… Caroline didn't see any way that Stefan would ever forgive her, let alone go back to her.

"The world is small and eternity is long. You live long enough… everything comes around twice," Katherine spoke softly, carelessly fiddling with one of Caroline's glass trinkets. It sounded like the vampire was speaking from experience, her eyes faded in thought. Suddenly, she snapped back and whirled to face Caroline, smirking, "Speaking of coming around twice. I didn't realize you and Damon were so close. I thought you hated him for what he did to you last year," She taunted.

Caroline scowled, "We've been getting along lately. A lot better now than when we were dating," She spoke defensively, before sighing, "But that doesn't mean I forgive him. I don't know if I can."

Katherine rolled her eyes. She wanted her questions answered, not a pity fest, "You have _got_ to get over the compulsion thing. You were food, he bit you, blah-blah-blah. Didn't you get great sex out the deal? We are vampires, we need to eat. Don't tell me you haven't compelled people to forget a nibble, because I know you have."

"It wasn't the biting! He changed the way I acted, the way I thought. He made me do things, think things…" The blonde cried out, tears pooling at the corner of her eye.

The brunette shook her head pityingly at the girl. Hadn't the Salvatores been teaching her anything? "Compulsion doesn't work that way. Stefan thinks like you. He thinks I compelled his love," Katherine scoffed, "You can't compel emotions, you can't compel thoughts. You can only compel actions or memories and even that has limitations."

"What do you mean?" the blonde asked hesitantly, her tears fading as curiosity got the better of her. Neither Damon nor Stefan had ever explained her powers to her that well.

Katherine adopted a lecturing tone, "Emotions and thoughts are a mark of who you are. It is impossible to compel those. Free will or whatever," She rolled her eyes again, "You can't be compelled to feel what you don't already feel. Vampires can only make you tell the truth about it. As for the limitations, well, there's only really one: self-preservation."

The younger vampire started in surprise. She had never heard that before. "Self-preservation?"

Katherine was beginning to lose interest. There was a reason she'd chosen to turn someone who already had someone else's vampire blood. She had no interest in teaching a new childe the ropes, "Mmhmm. You can't be compelled to do anything that goes against that instinct. We can't make you take a bullet for someone or skydive without a parachute. We can try to force you to do it, but once it's time to perform, the compulsion is broken and they're left standing there wondering what they're doing in a jumpsuit on an airplane." Of course there are loopholes. The compulsion she had just put on Matt was a personal favorite of Katherine's. It worked quite nicely since men were always willing to get into fights which are capable of escalating. Compel a person correctly and the self-preservational instinct won't kick in since they don't realize they're in danger, Katherine smiled cruelly.


	5. Chapter Five

"Masquerade"

By Tenshi Noyo Ryu Taiga

Disclaimer: I do not own the Vampire Diaries or any of it's characters.

Summary: Behind the scenes Caroline/Damon action for S02xE03: Bad Moon Rising through S02xE7 Masquerade.

**A/N- I HAVE A MASQUERADE POLL ON MY PROFILE! PLEASE VOTE ON MASQUERADE'S FUTURE!**

* * *

Chapter Five

Damon growled as he stalked through the dark, night time streets of Mystic Falls. He was close; _this _close to killing the bitch. It was Stefan's idea to lock her in the tomb. It was vicious and cruel and totally unlike Stefan. Damon had agreed, but now he regretted it. He had felt some satisfaction shutting the tomb door in Katherine's face, but not nearly enough to erase 145 years of misery.

He snarled as he began walking harder, letting his anger fuel his movements. He had come so close to paying the bitch back for everything she'd ever done to him. For toying with him. For tricking him. For making him love- He shook his head, refusing to go back down that twisted road. He needed to let out some steam. Almost automatically, his feet changed direction. He knew exactly where he needed to go.

Caroline sighed. This was not how her night was supposed to turn out. She unhooked her earring and removed it before reaching up to do the same to the other ear. She looked at the large mirror in front of her and just stared at herself. Earlier that night, she had helped trap Katherine in the room at the Lockwood's. She had stood up to Katherine; faced her fear. But Katherine wasn't dead. Yes, she was locked up in the tomb, but she was still alive. She could get out. It wouldn't be the first time.

She mechanically reached out for a make up remover towelette and scrubbed her face. She slipped out of her one-shoulder dress and let it carelessly pool at her feet. She'd pick it up in the morning. Clad in nothing but a skimpy black lace bra and matching bikini bottoms, she barely glanced at her own reflection, weary after such a long day. She flicked off the lights and walked into her bedroom. Caroline paused in slight shock for a moment. Damon was spread out on her bed looking for all the world relaxed and without a care. Caroline knew better. She could feel his anger coursing through his veins; read it in the tenseness of his body.

She sighed once again and reached out to flip her bedroom lights off and made her way to the bed. She crawled into the warm sheets and just watched him. They were silent for several minutes until Damon turned over to look at her. He leaned down to kiss her. His kiss contained all of his pent up anger and rage. He dominated her mouth forcefully, rolling over to hover on top of her. One hand tangled itself thoroughly into her hair, still curled from the party.

Also feeling frustrated, Caroline readily accepted his tongue into her mouth, one hand reaching down to tug his white button down from his trousers. She pulled back in surprise when her tongue ran across one of his fangs. She looked up to see his eyes dark and veined. For a moment, she was pulled back in time to when she was a human and he constantly fed from her, compelled her and just generally made her miserable. That moment was short lived however, when he took the opportunity to lean down and suckle her nipple through her bra.

Caroline let out a gasp in surprise, her hand tangling into his dark hair as her head tilted back in automatic reaction. He moved away to reach behind her and unhook her bra, throwing it carelessly over his shoulder. Damon then slipped his fingers into the waist of her panties and drew them over her hips and down her legs.

He took a minute to admire her body. Despite the amount of times he'd seen her naked, Damon was always willing to appreciate a beautiful female hot and needy for him.

Caroline wasn't quite as patient. Giving a little needy moan, she reached up and drew his shirt over his head, not bothering with the buttons. He began to lick, kiss and suckle her neck – right above her pulse, exactly where she liked it – as she began unbuckling his belt and tugging his trousers down.

Gripping him expertly, she wasted no time leading him to her entrance, simultaneously wrapping her legs around his waist as he thrust in. They both let out groans of pleasure at the familiar sensation. Soon, Damon had set up a hard, punishing rhythm that had Caroline moaning and gripping the sheets tight in an effort to control herself.

Unsatisfied, Damon withdrew, but before she could complain, he had her on her back, hips raised as he slammed into her again. This time, Caroline let out a scream of pleasure as he entered her so much deeper than last time. "Damon," she panted breathlessly, "Oh god, Damon!"

A small satisfied smirk made its way onto his lips as he focused. But with her hair now falling into her face, it revealed a small, barely noticeable, scar on her shoulder. He felt his face change, not in hunger, but in predatory satisfaction. That was his bite; his claim. Before he could stop himself, he was leaned over her body, sinking his fangs into the bite once more.

Her reaction was ingrained into her being a year ago. That was the only explanation Caroline could give for why the feel of his fangs in her skin had her coming automatically. "Damon!" She sobbed, orgasming powerfully. Damon had always been a fantastic lover and with her now being a vampire, the sex was even better. But mixing the blood and biting into it made everything so much more heightened. For several seconds, she couldn't think of anything but the pleasure.

"That was interesting," Damon gasped a few moments later, once they had separated, "Never done that before."

Caroline turned her head to look at him with a small amount of confusion, "I didn't know that vampires could drink from other vampires."

He shrugged, "You _can_. It's generally frowned upon. It doesn't really do anything for you. No nutrients, doesn't help the hunger, just tastes good. Personally, I never felt the need to try. I like mine at 98.6."

Caroline rolled her eyes, returning her gaze back to the ceiling. She wasn't sure how she felt about Damon biting her. She hadn't quite forgiven him for using her, but as a vampire she definitely understood it better. Some days, the only way she could stop herself from compelling some boy into being her snack was by remembering how it felt when Damon did it to her. If she hadn't had that experience, would she have had any problems doing the same to others?

"Can I… try it?" She asked tentatively, turning to look at him.

He raised an eyebrow but held out a wrist anyway. She rolled onto her side and hesitantly took it, raising it to her lips. She let her gaze flick up to meet his once more to make sure it was okay. He gazed back at her curiously with no sign of changing his mind. She let her eyes change and bit into his wrist. She vaguely heard him give a small hiss of pleasure, but she was too focused on the blood.

He was right. She didn't feel the rush of power she normally did after feeding, but he tasted good. Not as cold as a blood bag but not as warm as a human. If she had to compare it, she'd say he was like chocolate. It did nothing for her body, but it tasted great.

When she pulled away, her lips were stained red. Looking up into his lusty gaze, she realized that she wasn't the only one whose reaction to a vampire bite was ingrained to be sexual.

He leaned down to meet her lips in another kiss, the taste of his own blood tainting it as both of their eyes went dark in reaction. This time, their vampiric visage didn't shift back as their kissing turned animalistic.

He thrust into her harshly while simultaneously biting into her neck, not caring that he didn't give her an ounce of warning. Caroline gripped his shoulders as she tossed her head back in a scream. He only took a mouthful of blood as he refocused on thrusting harshly into her tight little body, "God, Caroline," He grunted, burying his face into her hair.

Unable to resist the sight of his neck in front of her face, she too bit into him. He grunted in reaction, pushing into her body harder at the sensation. Unlike him, however, she allowed herself to feed deeply. She only released him after several mouthfuls, when she felt his thrusts begin to weaken slightly.

She used this as an opportunity to flip them, twisting her hips and riding his body hard. Damon took several breaths to try and stabilize but every time he took a breath, he'd just inhale the scent of blood and sex, making his eyes grow even more dark and veined. Finally, the urge to feed couldn't be contained and he surged up into a sitting position causing Caroline to still in surprise. He took the opportunity to sink his teeth into the artery above her breast.

Caroline made a small choked sound of pleasure as she slowly began riding him again, placing her hands on his shoulders to help her lift up and down. After a few moments, Damon drew away, his lips stained red to match her own. With a satisfied smirk, he wrapped his arm around her waist to help her along while using his other hand to flick at her clit.

It didn't take long for the girl to come screaming his name. The tight feeling surrounding his dick had Damon lunging forward for her neck, feeding as he came violently. After the high of their coupling had started to wear off, the two slumped back into Caroline's bed, still entangled. Between the sex and the loss of blood, Caroline was too exhausted to do anything but reach down and throw the covers over them both as she snuggled into Damon's chest to sleep.


	6. Chapter Six

**A/N- So I closed the poll. It looks like the "sequel" people have won. I already have the first chapter written, I just have no idea where I'm going with it as a fanfic. So look for that soon.**

* * *

Chapter Six:

For once, Caroline is the first to wake up. As the light fell into her eyes she let out a groan. She blinked groggily as she realized why the light was in her eyes and then spent a second wondering why she was on the right side of the bed when she normally slept on the left.

Of course the answer to that question shifted slightly in his sleep. Looking down at his sleeping face, Caroline found it difficult to be mad at him. In his sleep, there was no jaded gleam in his eye or cocky smirk on his lips. He looked like a regular person.

After she was turned and she'd received all of the memories he'd compelled her to forget, she struggled to see him as a man or a monster. It was difficult to think of him as a monster when he was sacrificing his life for Elena's. It was difficult to think of him as a man when she woke up terrified in the middle of the night thinking he was still beside her.

Now, after all they had been through together – the vampires, the werewolves, Katherine – she realized that at some point she had let go of the line that existed in her mind. Damon wasn't man or monster. He was both. He just… was.

_When he was good, he was very good indeed. But when he was bad, he was horrid._

"It's not very nice to stare," Damon smirked, eyes still closed.

She sighed and got out of bed, ignoring his grunt at the loss of warmth. "Go home, get changed and come back," She stated, opening her closet door to ponder what to wear to school today, "I have to tell you about Tyler."

"Lockwood?" Damon asked, sitting up to lean against her headboard.

"He killed somebody," She said seriously over her shoulder, a sad look in her eyes.

This caused Damon to pause, "He triggered the curse?"

She nodded her head before returning her focus to her wardrobe, "Go home, get changed and come back," She repeated. The silence was the only indication she got that he had already done as she asked.

Now that she was alone, she returned to her earlier thoughts. She had stopped judging Damon's actions. As a vampire, she found that she had a different set of morals than she had as a human. She fed from people now. She knew how it felt to kill someone. She knew what it was like to want something all the time no matter what and to never be satisfied even when she got it.

She couldn't honestly judge Damon for feeding and drinking and not thinking anything of the humans he did it to. But at the same time, she was still mad at him for what he did to her. Hypocritical, she was aware. She was only mad at him for that because it was something he did to her, but when he did it to others, she had no problem with it.

As for their relationship, if one could really call it that, Caroline felt conflicted. She had thought that Damon had changed the way she thought, but Katherine said that compulsion didn't work that way. Normally, she wouldn't hesitate to say that Katherine was lying, but looking back on her memories, Damon had never said anything about her feelings, let alone compelled them.

So, really, all she had to do was get over her hypocrisy and she wouldn't be so mad at him all the time.

Which led back to this morning. Looking down at his sleeping face, Caroline couldn't muster up an ounce of anger. It was like she had held onto all this anger for months, maybe even for the entire year since he broke up with her, and last night it had all just gone away.

Somewhere between the anger and the frustration, the sex and the biting, she had let go of the feelings of anger she held for him. Now there was no fury, no hate but there were also no feelings of fuzziness either. She just felt… rather indifferent. Like there was an empty hole where all her feelings toward him were and she was left to fill it back up with new emotions.

She wondered if this is what it felt like to flip the vampire switch.

She was certain she hadn't done that since she still had feelings for everybody else. It was just him. Like so much had happened between them that she didn't know what to think or how to feel anymore, so she just gave up, scrapped everything and decided to start again.

A twinge of annoyance made its way into her belly.

That was another thing. She kept feeling emotions that she knew for a fact were not hers.

Reaching out, she shut off the water and wrapped a towel around her body. Opening her bathroom door, she was unsurprised to find Damon leaned against her bedroom doorway waiting impatiently. She could see the annoyance all over his face. It wasn't like she didn't already know that the extra emotions she had been feeling were his, but at the same time the obvious confirmation made something in her stomach clench. Being connected to Damon was not something she was interested in.

"Tyler?" He prompts, impatient with her staring at him silently.

Heading to her closet, she dropped her towel and began changing, "I had just left Katherine upstairs with you," She said slipping on a pair of jeans, "When I heard the sounds of a fight. I recognized," Her words got muffled as she slipped on a white tunic shirt and a green sweater, "Matt and Tyler's voices so I went to go investigate." Finished with her clothes, she turned her attention to the mirror to do her make up, "I walk in on Matt and Tyler going at it. I tried to separate them but Matt just wouldn't let it go, which is not like him at all," She finished applying some mascara and a light dusting of a soft cream colored eyeshadow, "I knocked Matt out, but while Tyler and I were distracted, Sara came up behind Tyler with a letter opener or something," She paused as she applied a coat of lipgloss. It suddenly occurs to her that this situation is very domestic. When did she start feeling comfortable enough to change clothes and put on makeup in front of him? It was all so… couple-like, "So Sara attacks Tyler and he pushed her away and she tripped and she fell and she hit her head."

"Does Matt remember anything?" Damon asked curiously.

"He thinks he blacked out," She put her makeup back in her little bag and turned to face the bed where she had put her purse, intent on ignoring her earlier observation about their domesticity, "But I think? I think they were both compelled by Katherine. That's why I covered for Tyler and said it was an accident."

Damon's eyes squinted in thought at her words. They made a lot of sense and Katherine had said something about having more than one werewolf, "Yeah, I don't understand that. Guy's a tool."

"Well, gee, duh," Caroline sneered reaching to pull her boots on, "Tyler getting blamed for Sara's death just opens up questions that he can't answer. And do you really think it's a good idea for him to tell his mom he's a werewolf?"

Damon fought to keep a pleased smile from reaching his lips. Caroline had really grown up. She was no longer a useless little human girl, but had instead become a handy vampire asset to the team, "Well, no."

"And that werewolf road leads straight to vampire boulevard. I thought I was thinking fast on my feet," She smiled a little proudly before wrapping a scarf around her neck.

A sound distracted Damon from the topic at hand. Wondering if it was Liz, he asked, "Where's your mom?"

"Leading the search party for Amy Bradley. They haven't found her body yet," She responded giving herself one last check in the mirror.

"Oh, teens today and their underage drinking. Tragic," Damon spoke dramatically. Caroline rolled her eyes in response when Damon suddenly got back on topic, "Wait, did you see Tyler's eyes turn yellow?"

Caroline headed toward her hand lotion sitting on her fireplace mantle, "More gold with amber highlights." Damon let out a groan in response. Definitely a werewolf then. "Can he turn into a wolf now?"

"Only on a full moon. But now he has increased strength and who knows what else," He replied bitterly, "I wonder how much Mason told him. Does he know about us?" Damon looked over to see her ignoring him in favor of her phone, "Hey! What'd you tell him?"

Caroline's head popped up, looking up from the humorous text Bonnie sent her about Jeremy being old enough to drive, "Nothing really. I don't think he knows much of anything. He seemed really freaked out and honestly? I felt kinda bad for him," She said as she gathered her school things and walked past Damon toward her front door.

"He's gotta know something."

She turned her head to respond, "Alright. I'll ask him."

Suddenly, Damon was in front of her, his face set seriously as he gripped her shirt, "No you won't, Caroline. He cannot know about us. A bite from a werewolf can kill a vampire so don't be his friend. Do you understand me?"

"I understand," She replied shakily. So far, it didn't seem like any of her emotions had changed from the first go-round. She looked to the side, slightly disappointed. She had hoped that since she didn't know what to feel for him anymore, they'd have a fresh start, but she could feel the fear he still invoked in her, "I'm late for school."

It was at this reminder that Damon let go of her. Lately, she had been so mature and so... not-Caroline like that he forgot that she was still just a seventeen year old girl, "Right. If you want to drop the hint to your mom that Amy's body is at the bottom of a ravine with a cracked spine, might save your mom some time," he opened the door for her, gesturing for her to go first.

She hesitated for a moment. Damon was always changing his mind and his emotions. He had just gone from angry vampire to courteous gentleman in seconds. Just like that, she added sweet to the list of emotions tied to Damon. It really didn't seem like Damon made her feel anything different from before at all.

Caroline fled from Tyler swiftly knowing how pissed off Damon would be if he knew that she had even seen him. Not that it could be helped. Mystic Falls was a small town, the school even smaller.

Stopping at her locker, she let out a sigh as she began exchanging her books for her next class. Looking up, her gaze awkwardly met Matt's. She gave a small smile and an awkward wave. He gave a small nod of acknowledgement back. Her eyes widened when she saw Tyler come up behind Matt and clap him on the shoulder in greeting. Tyler too looked over at her. She felt stuck. If she looked away, he'd know she was avoiding him. If she kept looking, Damon would be pissed. Well, it wasn't as though Damon was around anyway.

"Caroline," Damon sing-songed from behind her causing her to jump. He turned to see what she had been staring at and his smile turned into a frown, "I thought I told you to stay away from the Lockwood kid."

"I am," She replied, waving an arm to indicate that they were distant.

"Then why were you making eyes at him?" Damon smirked.

Caroline rolled her eyes, leaning against her lockers, "I wasn't. I was waving at Matt when Tyler showed up."

"Ah, the human. I thought you broke up with him." They both didn't need to be reminded of what else happened that night; the restart of their… 'relationship'.

"I did. But he's still my friend. It's a small town, Damon," She replied defensively, "What are you doing here anyway?"

Like a switch, Damon's expression became serious, "I don't suppose you've heard from Elena since the party last night."

Caroline's eyebrow rose, "I was a little preoccupied last night," She replied meaningfully. Damon gave a smirk but the expression quickly disappeared. "Why? What's wrong?"

"She didn't go home last night and now no one can find her. Katherine said she was in danger, but… whatever," He shook his head, refusing to dwell.

"Elena's in danger?" Caroline gave a self-deprecating laugh, "It must be a day that ends in 'y'" She smiled as Damon let out a chuckle at her words as well, "What can I do?" She asked seriously.

He just shook his head, "Stefan wants to talk to Katherine."

Caroline tensed at the mention of the woman who murdered her, "In the tomb?" Damon nodded. "What are you going to do?"

He let out a sigh, "Go with him," he gave a shrug at her understanding smile, fidgeting a little, "It's Elena," He muttered.

Caroline felt her jaw tense slightly. Of course. Because it was always about Elena. "You should go then. I saw him go into Alaric's classroom with Bonnie a few minutes ago. Maybe Bonnie has come up with something."

"Thanks," He nodded, heading down the hall on her direction.

As Damon left the boarding house, he pondered on what he was about to do. He gripped the necklace tight in his fist and made his way toward Elena's. He had to do this. Once; just once. That was all he needed. He needed to say it to her once.

To be honest, he probably never would have even thought about it if it hadn't been for Caroline. What she did for her mother… telling her the truth only to take it away… Caroline needed to say it, but she also knew that her mother didn't deserve to carry that burden. She sacrificed her own happiness for her mother because Caroline loved her enough to do that for her. Because she knew that Liz would be happier not knowing.

But just the same. Caroline had needed to say it and she had needed Liz to hear it.

And now, Damon needed to say it and he would make Elena listen. Even if she would never remember it.

**THE END**


End file.
